Sec Form 4 Filing - Tanaka Masaharu @ Wave Life Sciences Ltd. - 2017-09-15

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Tanaka Masaharu
2. Issuer Name and Ticker or Trading Symbol
Wave Life Sciences Ltd. [ WVE]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O KAGOSHIMA SHINSANGYO SOUSEI INVEST., L.P., 1-3-34 MEIZAN-CHO, KAGOSHIMA CITY
3. Date of Earliest Transaction (MM/DD/YY)
09/15/2017
(Street)
KAGOSHIMA, M0891-0122
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Ordinary Shares 09/15/2017 S 14,385 D $ 24.22 ( 1 ) 2,780,480 I See Footnote ( 2 ) ( 3 )
Ordinary Shares 09/18/2017 S 6,362 D $ 24.19 ( 4 ) 2,774,118 I See Footnote ( 2 ) ( 3 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Tanaka Masaharu
C/O KAGOSHIMA SHINSANGYO SOUSEI INVEST.
L.P., 1-3-34 MEIZAN-CHO, KAGOSHIMA CITY
KAGOSHIMA, M0891-0122
X X
Kagoshima Shinsangyo Sousei Investment Limited Partnership
1-3-34 MEIZAN-CHO, KAGOSHIMA CITY
KAGOSHIMA, M0891-0122
X
Signatures
/s/ Masaharu Tanaka 09/19/2017
Signature of Reporting Person Date
Kagoshima Shinsangyo Sousei Investment Limited Partnership, By: Kagoshima Development Co. Ltd., Its: General Partner, By: /s/ Satoru Motomura, its authorized signatory 09/19/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $23.60 to $24.50, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission (the "SEC"), upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
( 2 )Shares held by Kagoshima Shinsangyo Sousei Investment Limited Partnership ("KSS"). Masaharu Tanaka previously was a director of the Issuer and the representative director of Kagoshima Development Co., Ltd., the general partner of KSS. Mr. Tanaka resigned as a director of the Issuer and resigned as an employee of Kagoshima Development Co., Ltd. and, as a result of the resignations, may no longer be deemed to beneficially own the securities previously reported in prior Form 3 and Form 4 filings filed jointly with KSS. The filing of this Form 4 shall not be construed as an admission that Mr. Tanaka is or was for the purposes of Section 16(a) of the Act, or otherwise, the beneficial owner of any of the reported securities.
( 3 )(Continued from footnote 2) As a result of Mr. Tanaka's resignation as director and the reduction in the number of Ordinary Shares beneficially owned upon the sale of Ordinary Shares reported in Table I, Mr. Tanaka and KSS are no longer subject to Section 16 of the Securities Exchange Act of 1934, as amended.
( 4 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $23.62 to $24.35, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

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